1036-00004 · Client 1036 · Engagement & Matter Management

engagement-letter-fairwater.docx DOCUMENT Real Estate

71 / 172 ← → ✕

Contract analysis Extract to table

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP 450 Park Avenue, 28th Floor New York, New York 10022 Tel: (212) 554-8000

Fax: (212) 554-8001

1700 K Street NW, Suite 900 Washington, DC 20006 Tel: (202) 331-6200

Fax: (202) 331-6201

October 5, 2023

David Elgin Park, Esq. General Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

cc: Marcus Devereaux, EVP, Acquisitions Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

cc: Camille Oduya, Esq., In-House Real Estate Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Re: Representation of Fairwater Real Estate Investment Trust in connection with the proposed acquisition of a 14-property Sun Belt logistics and office portfolio from Greystone Meridian Partners Fund III, L.P.

Matter Number: 1036-00004

Dear David:

We are pleased to provide this engagement letter (this "Engagement Letter") setting forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") will represent Fairwater Real Estate Investment Trust ("Fairwater" or the "Company") as outside counsel in the matter referenced above. This letter, together with the Firm's standard Terms of Engagement enclosed herewith, constitutes the entire agreement between the Firm and the Company with respect to this engagement and supersedes all prior discussions, understandings, and agreements, whether written or oral, relating to the subject matter hereof. In the event of any conflict between this Engagement Letter and the standard Terms of Engagement, the terms of this Engagement Letter shall control.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP is pleased to confirm its engagement by Fairwater Real Estate Investment Trust as outside counsel in connection with the matter described below.

The Transaction. The matter involves the proposed acquisition (the "Transaction") by Fairwater of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") that collectively own a portfolio of logistics and office properties located in the states of Georgia, Texas, Florida, Tennessee, and North Carolina (the "Portfolio"), from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"). The anticipated aggregate purchase price for the Transaction is approximately One Billion One Hundred Million Dollars ($1,100,000,000), structured as an entity-level acquisition with approximately Six Hundred Twelve Million Dollars ($612,000,000) of existing mortgage indebtedness to be assumed by Fairwater or its designated affiliates and the balance of the purchase price to be paid in immediately available cash funds at closing.

Scope. The scope of the Firm's representation in this engagement encompasses the following workstreams:

(a) Transaction Documentation. Negotiation, drafting, review, and execution of the Purchase and Sale Agreement (the "PSA") and all exhibits, schedules, and ancillary transaction documents, including, without limitation, assignment and assumption agreements for the membership interests in each Target Entity, bring-down certificates, non-competition and non-solicitation agreements (if applicable), transition services agreements, and any other instruments reasonably required to effectuate the Transaction.

(b) Due Diligence. Coordination and review of all legal due diligence relating to the Portfolio and the Target Entities, including title and survey review, lease audit and abstraction, environmental report review (Phase I and, if applicable, Phase II environmental site assessments), property condition assessment review, entity-level diligence (organizational documents, capitalization, litigation, and compliance), zoning and land use analysis, service contract review, and preparation of due diligence summary memoranda and risk assessments for the Company's internal review.

(c) Lender Consent and Debt Assumption. Review of existing mortgage loan documents encumbering the Portfolio properties with three (3) mortgage lenders — Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company — negotiation and documentation of lender consents for change of control of the Target Entities, preparation of replacement guaranties and environmental indemnity agreements, and documentation of loan assumption agreements, including any required assumption fee negotiations and borrower replacement documentation.

(d) Title and Survey. Review of title commitments and existing and updated ALTA/NSPS land title surveys for each property in the Portfolio, preparation of title objection letters, negotiation of permitted exceptions with Seller and the applicable title companies, coordination with Commonwealth National Title Insurance Company ("Commonwealth") as the title insurer and escrow agent for the Transaction, and review of pro forma title insurance policies (ALTA Owner's Policy, 2021 form) including any required endorsements.

(e) Tax Advisory. Tax structuring advice in coordination with Sylvia Hartwell of the Firm's Washington, DC office, including analysis of REIT qualification implications under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), transfer tax analysis across the five states in which the Portfolio is located, Foreign Investment in Real Property Tax Act ("FIRPTA") analysis, purchase price allocation under Section 1060 of the Code, and state income and franchise tax filing guidance for the Target Entities and Fairwater. The scope of the Firm's tax advisory services is further described in a supplemental engagement letter to be provided separately by Ms. Hartwell, as set forth in Section 13 below.

(f) Closing. Preparation and coordination of all closing deliverables, including the closing agenda, funds flow memorandum, settlement statements, assignments and assumptions of membership interests in each Target Entity, closing certificates, officer and manager certifications, escrow agreements, good standing certificates, and all post-closing filings necessary to complete the Transaction.

(g) Post-Closing. Post-closing deliverables and services for a period of ninety (90) days following the closing of the Transaction (the "Post-Closing Period"), including preparation of amended and restated operating agreements for each Target Entity, entity filings with the Delaware Secretary of State and foreign qualification filings in each of the five states in which the Portfolio properties are located, UCC-3 financing statement filings (assignments and amendments as required), proration true-up analysis and settlement, and transition support services as reasonably requested by the Company.

(h) Local Counsel Coordination. Engagement and coordination of local counsel in the states of Texas, Georgia, North Carolina, Tennessee, and Florida for state-specific real property matters, transfer tax compliance, title review matters, zoning opinions, and the delivery of local counsel legal opinions, all as further described in Section 3 below.

(i) Insurance. Coordination with Fairwater's insurance broker regarding the placement of representations and warranties insurance ("R&W Insurance") for the Transaction, including review of the R&W Insurance policy form, negotiation of policy terms and conditions, analysis of coverage gaps and exclusions, coordination with the R&W Insurance underwriter during the underwriting process, and review of property and casualty insurance binding requirements as may be required by the existing mortgage lenders in connection with the debt assumption.

Exclusions. For the avoidance of doubt, this engagement does not include, and the Firm has not been engaged to provide, representation of Fairwater in connection with its revolving credit facility with Aldgate National Bank, N.A. or any securities law matters (including, without limitation, SEC reporting, investor communications, or capital markets transactions). To the extent Fairwater desires the Firm's assistance with any such matters, separate engagement letters will be prepared and executed to govern any such additional representation.

2. Engagement Team and Staffing

The following attorneys have been designated as the core engagement team for this matter:

Douglas Fairchild — Responsible Partner (Real Estate), New York office. Mr. Fairchild will serve as the relationship partner for the engagement and will have overall responsibility for all workstreams, including supervision of all attorneys and professionals assigned to the matter, strategic guidance on transaction structure and negotiation, and primary client communication with David Elgin Park and Marcus Devereaux. Mr. Fairchild will attend all material negotiation sessions and will be available for direct consultation throughout the engagement.

Angela Fontaine — Billing Partner (Real Estate), New York office. Ms. Fontaine will oversee all billing, budget management, and fee-related matters for the engagement. Ms. Fontaine will be responsible for monitoring the Firm's fees against the Fee Cap described in Section 5 below, preparing and reviewing monthly invoices, and responding to all billing inquiries from the Company.

Grace Nakamura — Lead Associate (Real Estate), New York office. Ms. Nakamura will serve as the day-to-day lead associate responsible for the preparation and negotiation of transaction documentation, coordination and management of all due diligence workstreams, management of the lender consent and debt assumption workstream, and preparation and coordination of all closing deliverables. Ms. Nakamura will serve as the primary day-to-day point of contact for the Company's transaction team, including Marcus Devereaux and Camille Oduya, on all substantive legal matters.

Rafael Dominguez — Working Associate (Real Estate), Washington, DC office. Mr. Dominguez will support all transactional workstreams, with particular focus on title and survey review for all fourteen (14) properties in the Portfolio, estoppel certificate and subordination, non-disturbance, and attornment agreement ("SNDA") coordination with tenants, and local counsel liaison for the five jurisdictions in which the Portfolio is located. Mr. Dominguez will coordinate directly with local counsel to ensure timely delivery of all state-specific deliverables and opinions.

Sylvia Hartwell — Specialist Partner (Tax), Washington, DC office. Ms. Hartwell will lead all tax advisory work in connection with the engagement, including REIT qualification impact analysis under Sections 856 through 860 of the Code, transfer tax analysis across the states of Georgia, Texas, Florida, Tennessee, and North Carolina, FIRPTA analysis, purchase price allocation under Section 1060 of the Code, and state income and franchise tax filing guidance for the Target Entities and Fairwater. The scope of Ms. Hartwell's tax advisory services is further described in a supplemental engagement letter to be provided separately, as set forth in Section 13 below.

Additional attorneys, paralegals, and support staff may be assigned to this engagement as needed to ensure the efficient and timely delivery of legal services. The Firm will provide prior notice to the Company before assigning any additional attorneys or professionals to the matter whose rates would fall outside the rate ranges specified in Section 5 below.

3. Local Counsel

Due to the multi-state nature of the Portfolio, the Firm anticipates engaging local counsel in five (5) jurisdictions to advise on state-specific real property matters, transfer tax compliance, recording and filing requirements, and to deliver local counsel legal opinions as may be required by Fairwater, the title insurer, or the existing mortgage lenders. The following local counsel firms have been identified for engagement:

Texas: Breckenridge Osgood LLP (Houston, Texas) — Responsible Partner: James Breckenridge

Georgia: Talmadge Beaumont LLP (Atlanta, Georgia) — Responsible Partner: Catherine Beaumont

North Carolina: Haversham Cole PLLC (Charlotte, North Carolina) — Responsible Partner: Marshall Haversham

Tennessee: Ellsworth Ridley LLP (Nashville, Tennessee) — Responsible Partner: Diane Ellsworth

Florida: Palmetto Strauss PA (Miami, Florida) — Responsible Partner: Roberto Strauss

Local counsel fees and expenses are in addition to this Firm's fees and are not included within the Fee Cap set forth in Section 5 below. Each local counsel firm will be engaged at the direction of the Firm, but will bill the Company directly pursuant to separate engagement letters executed between such local counsel and the Company, unless the Company otherwise directs the Firm in writing to assume responsibility for local counsel billing. The Firm will request fee estimates from each local counsel firm and will share such estimates with the Company prior to the commencement of local counsel work in each jurisdiction.

The Firm will coordinate all local counsel work, including the scope and timing of local counsel assignments, and will supervise the delivery of all local counsel opinions. All local counsel opinions will be reviewed by Mr. Fairchild or Ms. Nakamura prior to delivery to the Company, the title insurer, or any mortgage lender.

4. Client Identification and Conflicts

Client Identification. The client in this matter is Fairwater Real Estate Investment Trust (Employer Identification Number: 52-2198437), a Maryland real estate investment trust. This engagement does not extend to any subsidiary, affiliate, joint venture, general or limited partner, officer, director, trustee, or other related entity or individual of Fairwater unless expressly agreed in writing by the Firm and any such additional party. To the extent the Company requests that the Firm also represent any subsidiary or affiliate of Fairwater in connection with the Transaction, a supplemental engagement letter or amendment to this Engagement Letter will be executed to confirm any such additional representation and to address any applicable conflicts of interest.

Conflicts Clearance. The Firm has conducted a comprehensive conflicts check as of October 3, 2023, and has confirmed that no conflict of interest exists with respect to the following parties to, or participants in, the Transaction:

• Greystone Meridian Partners Fund III, L.P. (Seller)

• Greystone Meridian Capital LLC (Seller's general partner)

• Blackridge Hayes LLP (Seller's outside counsel)

• Pinnacle Federal Bank, N.A. (existing mortgage lender)

• Veltrano Capital Lending Corp. (existing mortgage lender)

• Sycamore Life Insurance Company (existing mortgage lender)

The Firm's conflict clearance memorandum dated October 3, 2023, is on file at the Firm and is available for review by the Company upon request. The Company acknowledges that the Firm's conflicts clearance is based upon information provided by the Company and publicly available information as of the date of the conflicts check, and the Firm reserves the right to supplement or update its conflicts analysis if additional parties or counterparties are identified during the course of the engagement.

Advance Waiver. The Company acknowledges and agrees that Calderwood & Harkness LLP is a large law firm that represents many entities and individuals across a broad range of industries and practice areas, including clients in the real estate, financial services, private equity, and insurance industries. The Company agrees that the Firm may continue to represent, and may in the future undertake to represent, other clients in matters not substantially related to this engagement, even if such clients' interests may be adverse to Fairwater in unrelated matters, provided that the Firm does not in any such matter use confidential information of Fairwater obtained during or in connection with this engagement. This advance waiver shall not, however, be construed to permit the Firm to represent any party adverse to Fairwater in any matter that is substantially related to this engagement or in which the Firm's representation of such party would create a material risk that the representation of Fairwater in this engagement would be materially limited.

5. Fees and Fee Cap

Hourly Rates. Legal fees for this engagement shall be based on the standard hourly rates of the attorneys and other professionals assigned to the matter. The current hourly rates for the core engagement team and the applicable rate ranges for each category of professional are as follows:

These rates are subject to annual adjustment effective January 1 of each calendar year. The Firm will provide the Company with written notice of any rate adjustments not less than thirty (30) days prior to the effective date of such adjustments. For the avoidance of doubt, any rate adjustment that takes effect during the term of this engagement shall not cause the aggregate fees invoiced to exceed the Fee Cap described below.

Fee Cap. Notwithstanding the foregoing hourly rates, the Firm's aggregate legal fees for this engagement shall not exceed Two Million Eight Hundred Thousand Dollars ($2,800,000) (the "Fee Cap"). The Fee Cap covers all legal services rendered by the Firm in connection with this engagement through and including the closing of the Transaction and the initial post-closing period of ninety (90) days following the closing date. In the event that the post-closing workstreams described in Section 1(g) above require legal services beyond the initial ninety (90) day post-closing period, the Firm will consult with the Company regarding the scope and estimated fees for any such extended services and will provide a supplemental fee estimate or seek an amendment to the Fee Cap, as appropriate.

Exclusions from Fee Cap. The Fee Cap does not include, and the Company shall be separately responsible for, the following:

(a) Disbursements and out-of-pocket expenses as described in Section 6 below;

(b) Local counsel fees and expenses incurred by local counsel in the five jurisdictions identified in Section 3 above;

(c) Title insurance premiums, survey costs, environmental and engineering consultant fees, appraisal fees, insurance broker fees and premiums (including R&W Insurance premiums), and other third-party professional or consulting costs;

(d) Transfer taxes, recording fees, lender consent fees, assumption fees, governmental and quasi-governmental charges, and any other transaction-related costs or charges imposed by governmental authorities or lenders; and

(e) Tax advisory services provided by Sylvia Hartwell to the extent such services relate to matters outside the scope of this engagement as further defined in the supplemental tax engagement letter referenced in Section 13 below.

Fees Upon Non-Closing. If the Transaction does not close for any reason, including termination of the PSA by either party, failure of a closing condition, or mutual agreement of the parties, the Firm will invoice the Company for fees actually incurred at the hourly rates described above, up to the Fee Cap. The Firm will not seek fees in excess of the Fee Cap in the event of a non-closing.

6. Disbursements and Expenses

In addition to legal fees, the Company will be responsible for the reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Disbursements may include, without limitation, the following categories of expenses:

• Travel and lodging expenses for site visits, closings, lender meetings, and other in-person meetings reasonably required in connection with the Transaction;

• Document production, printing, and copying costs, including costs of producing or reproducing closing sets and signature pages;

• Overnight courier and delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC, or similar services);

• Filing fees and recording charges incurred in connection with entity filings, UCC filings, and recording of instruments;

• Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, and similar research platforms to the extent directly attributable to this engagement;

• Long-distance communication charges, including conference call services and teleconference platform fees; and

• Data room subscription fees for virtual data rooms used in connection with the due diligence and closing processes.

Disbursements and expenses are not included in the Fee Cap and will be invoiced separately on the Firm's monthly invoices. The Firm will exercise reasonable judgment in incurring disbursements and will consult with the Company prior to incurring any single disbursement in excess of Five Thousand Dollars ($5,000). Air travel will be booked at coach or business class rates, and lodging will be at reasonable commercial rates consistent with the Firm's standard travel and expense policy.

7. Billing Arrangements and Payment Terms

Monthly Invoicing. The Firm will render monthly invoices for legal services performed and disbursements incurred during the preceding calendar month. Each invoice will contain a description of services rendered by each timekeeper, the number of hours billed by each timekeeper, the applicable hourly rate, and a detailed itemization of all disbursements and expenses.

Invoice Distribution. Invoices will be directed to Angela Fontaine, Billing Partner, at the Firm's New York office, with copies to:

David Elgin Park, General Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Patricia Sung-Calloway, Chief Financial Officer Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044

Payment Terms. Payment of each invoice is due within thirty (30) days of the invoice date. The Company may make payment by wire transfer to the Firm's client trust account or operating account, as specified on each invoice, or by check payable to Calderwood & Harkness LLP. The Firm will provide wire transfer instructions upon request.

Billing Inquiries. The Company may direct any billing inquiries or questions regarding invoices to Angela Fontaine at the Firm's New York office at (212) 554-8024 or afontaine@calderwoodharkness.com. The Firm will respond to all billing inquiries within five (5) business days.

Advance Payments and Retainers. The Firm reserves the right to request advance payments or retainers for extraordinary disbursements anticipated in connection with this engagement, including, without limitation, significant travel expenses or filing fees. Any such advance payments shall be held in the Firm's client trust account and credited against future invoices as the corresponding disbursements are incurred.

8. Confidentiality and Privilege

All information provided by Fairwater to the Firm in connection with this engagement, whether oral, written, or electronic, and all work product generated by the Firm in connection with this engagement, including legal memoranda, draft documents, correspondence, notes, analyses, and any other materials prepared by or at the direction of the Firm, shall be treated as privileged and confidential attorney-client communications and attorney work product protected under applicable law. The Firm will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, integrity, and confidentiality of all confidential information received from or on behalf of the Company.

The Firm will not disclose any confidential information to third parties except as expressly authorized by the Company in writing, as required by applicable law or court order, or as necessary to carry out the Firm's representation of the Company in this matter. Without limiting the generality of the foregoing, the Firm may share confidential information with local counsel engaged in connection with this matter, as described in Section 3 above, subject to appropriate confidentiality undertakings from each such local counsel firm.

The Company acknowledges that the Firm may use electronic communication systems, including e-mail and cloud-based file sharing platforms, to transmit and store confidential information. The Firm employs encryption and other security measures consistent with prevailing industry standards for law firm data security, but cannot guarantee that electronic communications will be completely secure against interception by third parties.

9. Document Retention

Upon the conclusion of this engagement, whether by completion of the Transaction and the post-closing workstreams, termination of the engagement, or otherwise, the Firm will retain client files in accordance with the Firm's standard document retention policy, a copy of which is included in the Firm's standard Terms of Engagement enclosed herewith. Original documents provided by the Company to the Firm in connection with this engagement will be returned to the Company upon written request. The Firm's work product files, including internal memoranda, research files, draft documents, and correspondence, will be retained by the Firm for a period of ten (10) years following the conclusion of the engagement, after which the Firm may destroy such files in the ordinary course of its document retention practices without further notice to the Company. The Company is encouraged to request the return of any original documents or copies of work product files promptly upon the conclusion of the engagement.

10. Termination

Either party may terminate this engagement at any time upon written notice to the other party. Written notice of termination shall be delivered to the addresses set forth in this Engagement Letter or to such other address as either party may designate in writing.

In the event of termination by either party, the Company shall remain liable for all legal fees incurred and disbursements advanced by the Firm through the date of termination, subject to the Fee Cap set forth in Section 5 above. Upon termination, the Firm shall take all steps reasonably necessary to protect the Company's interests during any transition period, including, without limitation, cooperating with successor counsel, transferring files and work product as directed by the Company, and complying with all applicable professional responsibility obligations.

The Firm's termination of this engagement shall be subject to any applicable requirements of professional responsibility rules, including, where applicable, the requirement to obtain leave of any tribunal before which the Firm may be appearing on behalf of the Company.

11. Limitation of Liability

The Firm's aggregate liability to the Company for all claims arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total legal fees actually paid by the Company to the Firm in connection with this engagement. This limitation of liability reflects the mutual agreement of the parties regarding the appropriate allocation of risk in light of the fees charged for the engagement and the nature of the services to be provided.

This limitation of liability shall not apply to, and shall not be construed to limit, any claims arising from the Firm's willful misconduct or fraud.

12. Governing Law and Dispute Resolution

This Engagement Letter and any disputes arising out of or relating to this engagement or the Firm's representation of the Company shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction.

Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the Firm's engagement hereunder, including any dispute regarding the scope, interpretation, or enforceability of this arbitration provision, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, in the absence of agreement, appointed by the American Arbitration Association. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines otherwise.

13. Supplemental Engagement Letters

The tax advisory scope of Sylvia Hartwell, as described generally in Section 1(e) and Section 2 of this Engagement Letter, will be further detailed in a supplemental engagement letter (the "Tax Supplemental Engagement Letter") to be prepared by Ms. Hartwell and executed by the Company on or about October 12, 2023. The Tax Supplemental Engagement Letter will address the specific deliverables, staffing, fee estimates, and any additional terms applicable to the tax advisory workstream.

Any expansion of the scope of this engagement beyond the matters described in Section 1 hereof, including representation in connection with matters expressly excluded from the scope of this engagement, shall be memorialized in a separate supplemental engagement letter or a written amendment to this Engagement Letter, executed by both the Firm and the Company. No oral agreement or informal understanding shall be deemed to expand the scope of this engagement or the Firm's obligations hereunder.

14. Acceptance and Countersignature

We are grateful for the opportunity to represent Fairwater in connection with this significant transaction, and we look forward to working closely with you, Marcus, and Camille throughout the process. If the foregoing terms are acceptable to the Company, please confirm the Company's agreement to the terms and conditions of this Engagement Letter by executing and returning one (1) copy of this letter to Douglas Fairchild at the Firm's New York office. This Engagement Letter shall become effective upon execution by the Company.

Please do not hesitate to contact Douglas Fairchild at (212) 554-8010 or dfairchild@calderwoodharkness.com, or Angela Fontaine at (212) 554-8024 or afontaine@calderwoodharkness.com, should you have any questions regarding the terms of this Engagement Letter or the scope of the Firm's representation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner

By: ________

Angela Fontaine, Partner

ACKNOWLEDGED AND AGREED:

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: David Elgin Park

Title: General Counsel

Date: ________

ENCLOSURES:

1. Firm's Standard Terms of Engagement

2. Conflicts Clearance Confirmation (reference only — internal memorandum dated October 3, 2023, on file at the Firm)

Professional Category	Hourly Rate Range
Partners	$1,350 – $1,575 per hour
Senior Associates	$975 – $1,125 per hour
Associates	$750 – $950 per hour
Paralegals	$375 – $475 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP 450 Park Avenue, 28th Floor New York, New York 10022 Tel: (212) 554-8000
Fax: (212) 554-8001
1700 K Street NW, Suite 900 Washington, DC 20006 Tel: (202) 331-6200
Fax: (202) 331-6201
October 5, 2023
David Elgin Park, Esq. General Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
cc: Marcus Devereaux, EVP, Acquisitions Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
cc: Camille Oduya, Esq., In-House Real Estate Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Re: Representation of Fairwater Real Estate Investment Trust in connection with the proposed acquisition of a 14-property Sun Belt logistics and office portfolio from Greystone Meridian Partners Fund III, L.P.
Matter Number: 1036-00004
Dear David:
We are pleased to provide this engagement letter (this "Engagement Letter") setting forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") will represent Fairwater Real Estate Investment Trust ("Fairwater" or the "Company") as outside counsel in the matter referenced above. This letter, together with the Firm's standard Terms of Engagement enclosed herewith, constitutes the entire agreement between the Firm and the Company with respect to this engagement and supersedes all prior discussions, understandings, and agreements, whether written or oral, relating to the subject matter hereof. In the event of any conflict between this Engagement Letter and the standard Terms of Engagement, the terms of this Engagement Letter shall control.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP is pleased to confirm its engagement by Fairwater Real Estate Investment Trust as outside counsel in connection with the matter described below.
The Transaction. The matter involves the proposed acquisition (the "Transaction") by Fairwater of one hundred percent (100%) of the membership interests (the "Interests") in fourteen (14) single-purpose Delaware limited liability companies (each, a "Target Entity" and collectively, the "Target Entities") that collectively own a portfolio of logistics and office properties located in the states of Georgia, Texas, Florida, Tennessee, and North Carolina (the "Portfolio"), from Greystone Meridian Partners Fund III, L.P., a Delaware limited partnership ("Seller" or "GMP Fund III"). The anticipated aggregate purchase price for the Transaction is approximately One Billion One Hundred Million Dollars ($1,100,000,000), structured as an entity-level acquisition with approximately Six Hundred Twelve Million Dollars ($612,000,000) of existing mortgage indebtedness to be assumed by Fairwater or its designated affiliates and the balance of the purchase price to be paid in immediately available cash funds at closing.
Scope. The scope of the Firm's representation in this engagement encompasses the following workstreams:
(a) Transaction Documentation. Negotiation, drafting, review, and execution of the Purchase and Sale Agreement (the "PSA") and all exhibits, schedules, and ancillary transaction documents, including, without limitation, assignment and assumption agreements for the membership interests in each Target Entity, bring-down certificates, non-competition and non-solicitation agreements (if applicable), transition services agreements, and any other instruments reasonably required to effectuate the Transaction.
(b) Due Diligence. Coordination and review of all legal due diligence relating to the Portfolio and the Target Entities, including title and survey review, lease audit and abstraction, environmental report review (Phase I and, if applicable, Phase II environmental site assessments), property condition assessment review, entity-level diligence (organizational documents, capitalization, litigation, and compliance), zoning and land use analysis, service contract review, and preparation of due diligence summary memoranda and risk assessments for the Company's internal review.
(c) Lender Consent and Debt Assumption. Review of existing mortgage loan documents encumbering the Portfolio properties with three (3) mortgage lenders — Pinnacle Federal Bank, N.A., Veltrano Capital Lending Corp., and Sycamore Life Insurance Company — negotiation and documentation of lender consents for change of control of the Target Entities, preparation of replacement guaranties and environmental indemnity agreements, and documentation of loan assumption agreements, including any required assumption fee negotiations and borrower replacement documentation.
(d) Title and Survey. Review of title commitments and existing and updated ALTA/NSPS land title surveys for each property in the Portfolio, preparation of title objection letters, negotiation of permitted exceptions with Seller and the applicable title companies, coordination with Commonwealth National Title Insurance Company ("Commonwealth") as the title insurer and escrow agent for the Transaction, and review of pro forma title insurance policies (ALTA Owner's Policy, 2021 form) including any required endorsements.
(e) Tax Advisory. Tax structuring advice in coordination with Sylvia Hartwell of the Firm's Washington, DC office, including analysis of REIT qualification implications under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), transfer tax analysis across the five states in which the Portfolio is located, Foreign Investment in Real Property Tax Act ("FIRPTA") analysis, purchase price allocation under Section 1060 of the Code, and state income and franchise tax filing guidance for the Target Entities and Fairwater. The scope of the Firm's tax advisory services is further described in a supplemental engagement letter to be provided separately by Ms. Hartwell, as set forth in Section 13 below.
(f) Closing. Preparation and coordination of all closing deliverables, including the closing agenda, funds flow memorandum, settlement statements, assignments and assumptions of membership interests in each Target Entity, closing certificates, officer and manager certifications, escrow agreements, good standing certificates, and all post-closing filings necessary to complete the Transaction.
(g) Post-Closing. Post-closing deliverables and services for a period of ninety (90) days following the closing of the Transaction (the "Post-Closing Period"), including preparation of amended and restated operating agreements for each Target Entity, entity filings with the Delaware Secretary of State and foreign qualification filings in each of the five states in which the Portfolio properties are located, UCC-3 financing statement filings (assignments and amendments as required), proration true-up analysis and settlement, and transition support services as reasonably requested by the Company.
(h) Local Counsel Coordination. Engagement and coordination of local counsel in the states of Texas, Georgia, North Carolina, Tennessee, and Florida for state-specific real property matters, transfer tax compliance, title review matters, zoning opinions, and the delivery of local counsel legal opinions, all as further described in Section 3 below.
(i) Insurance. Coordination with Fairwater's insurance broker regarding the placement of representations and warranties insurance ("R&W Insurance") for the Transaction, including review of the R&W Insurance policy form, negotiation of policy terms and conditions, analysis of coverage gaps and exclusions, coordination with the R&W Insurance underwriter during the underwriting process, and review of property and casualty insurance binding requirements as may be required by the existing mortgage lenders in connection with the debt assumption.
Exclusions. For the avoidance of doubt, this engagement does not include, and the Firm has not been engaged to provide, representation of Fairwater in connection with its revolving credit facility with Aldgate National Bank, N.A. or any securities law matters (including, without limitation, SEC reporting, investor communications, or capital markets transactions). To the extent Fairwater desires the Firm's assistance with any such matters, separate engagement letters will be prepared and executed to govern any such additional representation.
2. Engagement Team and Staffing
The following attorneys have been designated as the core engagement team for this matter:
Douglas Fairchild — Responsible Partner (Real Estate), New York office. Mr. Fairchild will serve as the relationship partner for the engagement and will have overall responsibility for all workstreams, including supervision of all attorneys and professionals assigned to the matter, strategic guidance on transaction structure and negotiation, and primary client communication with David Elgin Park and Marcus Devereaux. Mr. Fairchild will attend all material negotiation sessions and will be available for direct consultation throughout the engagement.
Angela Fontaine — Billing Partner (Real Estate), New York office. Ms. Fontaine will oversee all billing, budget management, and fee-related matters for the engagement. Ms. Fontaine will be responsible for monitoring the Firm's fees against the Fee Cap described in Section 5 below, preparing and reviewing monthly invoices, and responding to all billing inquiries from the Company.
Grace Nakamura — Lead Associate (Real Estate), New York office. Ms. Nakamura will serve as the day-to-day lead associate responsible for the preparation and negotiation of transaction documentation, coordination and management of all due diligence workstreams, management of the lender consent and debt assumption workstream, and preparation and coordination of all closing deliverables. Ms. Nakamura will serve as the primary day-to-day point of contact for the Company's transaction team, including Marcus Devereaux and Camille Oduya, on all substantive legal matters.
Rafael Dominguez — Working Associate (Real Estate), Washington, DC office. Mr. Dominguez will support all transactional workstreams, with particular focus on title and survey review for all fourteen (14) properties in the Portfolio, estoppel certificate and subordination, non-disturbance, and attornment agreement ("SNDA") coordination with tenants, and local counsel liaison for the five jurisdictions in which the Portfolio is located. Mr. Dominguez will coordinate directly with local counsel to ensure timely delivery of all state-specific deliverables and opinions.
Sylvia Hartwell — Specialist Partner (Tax), Washington, DC office. Ms. Hartwell will lead all tax advisory work in connection with the engagement, including REIT qualification impact analysis under Sections 856 through 860 of the Code, transfer tax analysis across the states of Georgia, Texas, Florida, Tennessee, and North Carolina, FIRPTA analysis, purchase price allocation under Section 1060 of the Code, and state income and franchise tax filing guidance for the Target Entities and Fairwater. The scope of Ms. Hartwell's tax advisory services is further described in a supplemental engagement letter to be provided separately, as set forth in Section 13 below.
Additional attorneys, paralegals, and support staff may be assigned to this engagement as needed to ensure the efficient and timely delivery of legal services. The Firm will provide prior notice to the Company before assigning any additional attorneys or professionals to the matter whose rates would fall outside the rate ranges specified in Section 5 below.
3. Local Counsel
Due to the multi-state nature of the Portfolio, the Firm anticipates engaging local counsel in five (5) jurisdictions to advise on state-specific real property matters, transfer tax compliance, recording and filing requirements, and to deliver local counsel legal opinions as may be required by Fairwater, the title insurer, or the existing mortgage lenders. The following local counsel firms have been identified for engagement:
Texas: Breckenridge Osgood LLP (Houston, Texas) — Responsible Partner: James Breckenridge
Georgia: Talmadge Beaumont LLP (Atlanta, Georgia) — Responsible Partner: Catherine Beaumont
North Carolina: Haversham Cole PLLC (Charlotte, North Carolina) — Responsible Partner: Marshall Haversham
Tennessee: Ellsworth Ridley LLP (Nashville, Tennessee) — Responsible Partner: Diane Ellsworth
Florida: Palmetto Strauss PA (Miami, Florida) — Responsible Partner: Roberto Strauss
Local counsel fees and expenses are in addition to this Firm's fees and are not included within the Fee Cap set forth in Section 5 below. Each local counsel firm will be engaged at the direction of the Firm, but will bill the Company directly pursuant to separate engagement letters executed between such local counsel and the Company, unless the Company otherwise directs the Firm in writing to assume responsibility for local counsel billing. The Firm will request fee estimates from each local counsel firm and will share such estimates with the Company prior to the commencement of local counsel work in each jurisdiction.
The Firm will coordinate all local counsel work, including the scope and timing of local counsel assignments, and will supervise the delivery of all local counsel opinions. All local counsel opinions will be reviewed by Mr. Fairchild or Ms. Nakamura prior to delivery to the Company, the title insurer, or any mortgage lender.
4. Client Identification and Conflicts
Client Identification. The client in this matter is Fairwater Real Estate Investment Trust (Employer Identification Number: 52-2198437), a Maryland real estate investment trust. This engagement does not extend to any subsidiary, affiliate, joint venture, general or limited partner, officer, director, trustee, or other related entity or individual of Fairwater unless expressly agreed in writing by the Firm and any such additional party. To the extent the Company requests that the Firm also represent any subsidiary or affiliate of Fairwater in connection with the Transaction, a supplemental engagement letter or amendment to this Engagement Letter will be executed to confirm any such additional representation and to address any applicable conflicts of interest.
Conflicts Clearance. The Firm has conducted a comprehensive conflicts check as of October 3, 2023, and has confirmed that no conflict of interest exists with respect to the following parties to, or participants in, the Transaction:
•  Greystone Meridian Partners Fund III, L.P. (Seller)
•  Greystone Meridian Capital LLC (Seller's general partner)
•  Blackridge Hayes LLP (Seller's outside counsel)
•  Pinnacle Federal Bank, N.A. (existing mortgage lender)
•  Veltrano Capital Lending Corp. (existing mortgage lender)
•  Sycamore Life Insurance Company (existing mortgage lender)
The Firm's conflict clearance memorandum dated October 3, 2023, is on file at the Firm and is available for review by the Company upon request. The Company acknowledges that the Firm's conflicts clearance is based upon information provided by the Company and publicly available information as of the date of the conflicts check, and the Firm reserves the right to supplement or update its conflicts analysis if additional parties or counterparties are identified during the course of the engagement.
Advance Waiver. The Company acknowledges and agrees that Calderwood & Harkness LLP is a large law firm that represents many entities and individuals across a broad range of industries and practice areas, including clients in the real estate, financial services, private equity, and insurance industries. The Company agrees that the Firm may continue to represent, and may in the future undertake to represent, other clients in matters not substantially related to this engagement, even if such clients' interests may be adverse to Fairwater in unrelated matters, provided that the Firm does not in any such matter use confidential information of Fairwater obtained during or in connection with this engagement. This advance waiver shall not, however, be construed to permit the Firm to represent any party adverse to Fairwater in any matter that is substantially related to this engagement or in which the Firm's representation of such party would create a material risk that the representation of Fairwater in this engagement would be materially limited.
5. Fees and Fee Cap
Hourly Rates. Legal fees for this engagement shall be based on the standard hourly rates of the attorneys and other professionals assigned to the matter. The current hourly rates for the core engagement team and the applicable rate ranges for each category of professional are as follows:
These rates are subject to annual adjustment effective January 1 of each calendar year. The Firm will provide the Company with written notice of any rate adjustments not less than thirty (30) days prior to the effective date of such adjustments. For the avoidance of doubt, any rate adjustment that takes effect during the term of this engagement shall not cause the aggregate fees invoiced to exceed the Fee Cap described below.
Fee Cap. Notwithstanding the foregoing hourly rates, the Firm's aggregate legal fees for this engagement shall not exceed Two Million Eight Hundred Thousand Dollars ($2,800,000) (the "Fee Cap"). The Fee Cap covers all legal services rendered by the Firm in connection with this engagement through and including the closing of the Transaction and the initial post-closing period of ninety (90) days following the closing date. In the event that the post-closing workstreams described in Section 1(g) above require legal services beyond the initial ninety (90) day post-closing period, the Firm will consult with the Company regarding the scope and estimated fees for any such extended services and will provide a supplemental fee estimate or seek an amendment to the Fee Cap, as appropriate.
Exclusions from Fee Cap. The Fee Cap does not include, and the Company shall be separately responsible for, the following:
(a) Disbursements and out-of-pocket expenses as described in Section 6 below;
(b) Local counsel fees and expenses incurred by local counsel in the five jurisdictions identified in Section 3 above;
(c) Title insurance premiums, survey costs, environmental and engineering consultant fees, appraisal fees, insurance broker fees and premiums (including R&W Insurance premiums), and other third-party professional or consulting costs;
(d) Transfer taxes, recording fees, lender consent fees, assumption fees, governmental and quasi-governmental charges, and any other transaction-related costs or charges imposed by governmental authorities or lenders; and
(e) Tax advisory services provided by Sylvia Hartwell to the extent such services relate to matters outside the scope of this engagement as further defined in the supplemental tax engagement letter referenced in Section 13 below.
Fees Upon Non-Closing. If the Transaction does not close for any reason, including termination of the PSA by either party, failure of a closing condition, or mutual agreement of the parties, the Firm will invoice the Company for fees actually incurred at the hourly rates described above, up to the Fee Cap. The Firm will not seek fees in excess of the Fee Cap in the event of a non-closing.
6. Disbursements and Expenses
In addition to legal fees, the Company will be responsible for the reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with this engagement. Disbursements may include, without limitation, the following categories of expenses:
•  Travel and lodging expenses for site visits, closings, lender meetings, and other in-person meetings reasonably required in connection with the Transaction;
•  Document production, printing, and copying costs, including costs of producing or reproducing closing sets and signature pages;
•  Overnight courier and delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC, or similar services);
•  Filing fees and recording charges incurred in connection with entity filings, UCC filings, and recording of instruments;
•  Computerized legal research charges, including charges for Westmark Data Systems, Sundial Solutions, and similar research platforms to the extent directly attributable to this engagement;
•  Long-distance communication charges, including conference call services and teleconference platform fees; and
•  Data room subscription fees for virtual data rooms used in connection with the due diligence and closing processes.
Disbursements and expenses are not included in the Fee Cap and will be invoiced separately on the Firm's monthly invoices. The Firm will exercise reasonable judgment in incurring disbursements and will consult with the Company prior to incurring any single disbursement in excess of Five Thousand Dollars ($5,000). Air travel will be booked at coach or business class rates, and lodging will be at reasonable commercial rates consistent with the Firm's standard travel and expense policy.
7. Billing Arrangements and Payment Terms
Monthly Invoicing. The Firm will render monthly invoices for legal services performed and disbursements incurred during the preceding calendar month. Each invoice will contain a description of services rendered by each timekeeper, the number of hours billed by each timekeeper, the applicable hourly rate, and a detailed itemization of all disbursements and expenses.
Invoice Distribution. Invoices will be directed to Angela Fontaine, Billing Partner, at the Firm's New York office, with copies to:
David Elgin Park, General Counsel Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Patricia Sung-Calloway, Chief Financial Officer Fairwater Real Estate Investment Trust 7200 Chesapeake Parkway, Suite 1100 Columbia, Maryland 21044
Payment Terms. Payment of each invoice is due within thirty (30) days of the invoice date. The Company may make payment by wire transfer to the Firm's client trust account or operating account, as specified on each invoice, or by check payable to Calderwood & Harkness LLP. The Firm will provide wire transfer instructions upon request.
Billing Inquiries. The Company may direct any billing inquiries or questions regarding invoices to Angela Fontaine at the Firm's New York office at (212) 554-8024 or afontaine@calderwoodharkness.com. The Firm will respond to all billing inquiries within five (5) business days.
Advance Payments and Retainers. The Firm reserves the right to request advance payments or retainers for extraordinary disbursements anticipated in connection with this engagement, including, without limitation, significant travel expenses or filing fees. Any such advance payments shall be held in the Firm's client trust account and credited against future invoices as the corresponding disbursements are incurred.
8. Confidentiality and Privilege
All information provided by Fairwater to the Firm in connection with this engagement, whether oral, written, or electronic, and all work product generated by the Firm in connection with this engagement, including legal memoranda, draft documents, correspondence, notes, analyses, and any other materials prepared by or at the direction of the Firm, shall be treated as privileged and confidential attorney-client communications and attorney work product protected under applicable law. The Firm will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, integrity, and confidentiality of all confidential information received from or on behalf of the Company.
The Firm will not disclose any confidential information to third parties except as expressly authorized by the Company in writing, as required by applicable law or court order, or as necessary to carry out the Firm's representation of the Company in this matter. Without limiting the generality of the foregoing, the Firm may share confidential information with local counsel engaged in connection with this matter, as described in Section 3 above, subject to appropriate confidentiality undertakings from each such local counsel firm.
The Company acknowledges that the Firm may use electronic communication systems, including e-mail and cloud-based file sharing platforms, to transmit and store confidential information. The Firm employs encryption and other security measures consistent with prevailing industry standards for law firm data security, but cannot guarantee that electronic communications will be completely secure against interception by third parties.
9. Document Retention
Upon the conclusion of this engagement, whether by completion of the Transaction and the post-closing workstreams, termination of the engagement, or otherwise, the Firm will retain client files in accordance with the Firm's standard document retention policy, a copy of which is included in the Firm's standard Terms of Engagement enclosed herewith. Original documents provided by the Company to the Firm in connection with this engagement will be returned to the Company upon written request. The Firm's work product files, including internal memoranda, research files, draft documents, and correspondence, will be retained by the Firm for a period of ten (10) years following the conclusion of the engagement, after which the Firm may destroy such files in the ordinary course of its document retention practices without further notice to the Company. The Company is encouraged to request the return of any original documents or copies of work product files promptly upon the conclusion of the engagement.
10. Termination
Either party may terminate this engagement at any time upon written notice to the other party. Written notice of termination shall be delivered to the addresses set forth in this Engagement Letter or to such other address as either party may designate in writing.
In the event of termination by either party, the Company shall remain liable for all legal fees incurred and disbursements advanced by the Firm through the date of termination, subject to the Fee Cap set forth in Section 5 above. Upon termination, the Firm shall take all steps reasonably necessary to protect the Company's interests during any transition period, including, without limitation, cooperating with successor counsel, transferring files and work product as directed by the Company, and complying with all applicable professional responsibility obligations.
The Firm's termination of this engagement shall be subject to any applicable requirements of professional responsibility rules, including, where applicable, the requirement to obtain leave of any tribunal before which the Firm may be appearing on behalf of the Company.
11. Limitation of Liability
The Firm's aggregate liability to the Company for all claims arising out of or relating to this engagement, whether based in contract, tort (including negligence), or otherwise, shall not exceed the total legal fees actually paid by the Company to the Firm in connection with this engagement. This limitation of liability reflects the mutual agreement of the parties regarding the appropriate allocation of risk in light of the fees charged for the engagement and the nature of the services to be provided.
This limitation of liability shall not apply to, and shall not be construed to limit, any claims arising from the Firm's willful misconduct or fraud.
12. Governing Law and Dispute Resolution
This Engagement Letter and any disputes arising out of or relating to this engagement or the Firm's representation of the Company shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the Firm's engagement hereunder, including any dispute regarding the scope, interpretation, or enforceability of this arbitration provision, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties, or, in the absence of agreement, appointed by the American Arbitration Association. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees incurred in connection with any such arbitration, unless the arbitrator determines otherwise.
13. Supplemental Engagement Letters
The tax advisory scope of Sylvia Hartwell, as described generally in Section 1(e) and Section 2 of this Engagement Letter, will be further detailed in a supplemental engagement letter (the "Tax Supplemental Engagement Letter") to be prepared by Ms. Hartwell and executed by the Company on or about October 12, 2023. The Tax Supplemental Engagement Letter will address the specific deliverables, staffing, fee estimates, and any additional terms applicable to the tax advisory workstream.
Any expansion of the scope of this engagement beyond the matters described in Section 1 hereof, including representation in connection with matters expressly excluded from the scope of this engagement, shall be memorialized in a separate supplemental engagement letter or a written amendment to this Engagement Letter, executed by both the Firm and the Company. No oral agreement or informal understanding shall be deemed to expand the scope of this engagement or the Firm's obligations hereunder.
14. Acceptance and Countersignature
We are grateful for the opportunity to represent Fairwater in connection with this significant transaction, and we look forward to working closely with you, Marcus, and Camille throughout the process. If the foregoing terms are acceptable to the Company, please confirm the Company's agreement to the terms and conditions of this Engagement Letter by executing and returning one (1) copy of this letter to Douglas Fairchild at the Firm's New York office. This Engagement Letter shall become effective upon execution by the Company.
Please do not hesitate to contact Douglas Fairchild at (212) 554-8010 or dfairchild@calderwoodharkness.com, or Angela Fontaine at (212) 554-8024 or afontaine@calderwoodharkness.com, should you have any questions regarding the terms of this Engagement Letter or the scope of the Firm's representation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner
By: ________
Angela Fontaine, Partner
ACKNOWLEDGED AND AGREED:
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: David Elgin Park
Title: General Counsel
Date: ________
ENCLOSURES:
1.  Firm's Standard Terms of Engagement
2.  Conflicts Clearance Confirmation (reference only — internal memorandum dated October 3, 2023, on file at the Firm)
Professional Category | Hourly Rate Range
Partners | $1,350 – $1,575 per hour
Senior Associates | $975 – $1,125 per hour
Associates | $750 – $950 per hour
Paralegals | $375 – $475 per hour

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

FAIRWATER REAL ESTATE INVESTMENT TRUST

ENCLOSURES:

Record

Parties

Dates

Amounts